J9 Systems, LLC — Terms of Service

Last updated: September 18, 2025

These Terms of Service (“Terms”) are a binding agreement between J9 Systems, LLC (“J9 Systems,” “we,” “us,” or “our”) and the entity or person (“Client,” “you,” or “your”) that accesses our websites, engages our consulting and implementation services, or otherwise interacts with us (collectively, the “Services”). By using the Services, you agree to these Terms and to our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1) Scope of Services

We provide professional services including (without limitation) business consulting, technology consulting, systems design and implementation, integrations and automations, data workflows, client portals, and other related technological assistance. We do not sell physical products. Any statements of work, proposals, estimates, or order forms (“Order Documents”) are incorporated by reference and describe the specific scope, assumptions, and pricing for your engagement.

2) Accounts, Access, and Your Responsibilities

You may need to provide project requirements, timely feedback, test data, access to relevant environments, admin credentials, API keys, and third-party permissions. You agree to (a) provide accurate information, (b) maintain the security of accounts and credentials under your control, (c) maintain any third-party subscriptions required for your project, and (d) comply with applicable law. You are solely responsible for content, business rules, and data processed through your systems.

3) Fees and Payment

3.1 Monthly Retainer (Recurring)

• Retainer fees are billed monthly in advance and auto-renew month-to-month unless canceled under Section 9.
• Failure to pay the monthly retainer by the due date may result in immediate work suspension until payment is received. Time-sensitive deliverables and SLAs do not apply during suspension.

3.2 Hourly Services

• Hourly work (including out-of-scope requests, change orders, investigations, emergency support, and meetings beyond retainer limits) is invoiced NET 15 from invoice date.
• Unpaid invoices may result in work suspension and withholding of deliverables until cured.

3.3 General Billing Terms

• Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower).
• You are responsible for taxes (excluding J9 Systems’ income taxes).
• You agree to pay reasonable collection costs (including attorneys’ fees) if we must pursue unpaid amounts.
• Except as expressly stated in an Order Document, fees are non-refundable.

4) Changes, Out-of-Scope Work, and Assumptions

Unless an Order Document states otherwise, any change to requirements, platforms, data model, or integrations may be treated as out-of-scope and billed at our then-current hourly rates. Estimates are not guarantees; actual time may vary based on dependencies and client responsiveness.

5) Third-Party Platforms & Services

Our work may rely on third-party tools and platforms you select. Those vendors are not under our control and have their own terms and privacy practices. We are not responsible for third-party outages, rate limits, feature changes, security incidents, or data loss. You are responsible for maintaining those accounts and licenses.

6) Intellectual Property; License

Client Materials. You retain all rights to data, trademarks, and content you supply (“Client Materials”). You grant J9 Systems a limited license to use Client Materials solely to provide the Services.

Deliverables. Upon full payment of applicable fees, you receive a non-exclusive, worldwide, perpetual license to use Deliverables we create for your internal business purposes.

J9 Systems IP. We retain all rights to our pre-existing and general-purpose IP (methods, libraries, templates, utilities, know-how). To the extent such IP is included in Deliverables, we grant you a license to use it as part of the Deliverables.

We may reference you as a customer and use non-confidential descriptions of the project for portfolio/marketing unless you notify us in writing to opt out.

7) Confidentiality

Each party may receive non-public information (“Confidential Information”). The receiving party will use reasonable care to protect it and will use it only to perform under these Terms. Exclusions include information that is public, already known, independently developed, or rightfully received from another source without duty of confidentiality. If legally required to disclose, the receiving party will provide notice (where lawful) and disclose only what is required.

8) Data Protection & Security

We implement reasonable administrative, technical, and physical safeguards appropriate to our role. For Client Data we handle within your environments, we act as your processor/service provider and process only per your instructions. You are responsible for notices, consents, and lawful basis for processing in your systems. We disclaim responsibility for security of third-party platforms you control.

9) Term; Cancellation and Suspension

• Retainer cancellation. You may cancel your monthly retainer at any time by emailing hello@j9systems.com. Cancellation is effective at the end of the then-current billing period; fees already paid are non-refundable.
• Hourly work. You may stop requesting hourly work at any time; amounts already incurred remain due NET 15.
• Suspension/termination for cause. We may suspend work or terminate for (i) non-payment, (ii) material breach not cured within 10 days of notice, or (iii) unlawful use or security risk.
• On termination, we will deliver in-progress materials already paid for and, upon request, reasonable transition assistance at hourly rates.

10) Acceptable Use

You will not use the Services to violate law, infringe rights, introduce malware, attempt unauthorized access, or process unlawful content. You will not reverse engineer our non-open-source tools, remove proprietary notices, or resell our Services to third parties without written consent.

11) Disclaimers

THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. We do not warrant uninterrupted or error-free operation, or compatibility with any specific third-party service.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, J9 SYSTEMS’ TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE IS LIMITED TO THE AMOUNTS YOU PAID TO J9 SYSTEMS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS/REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION—EVEN IF ADVISED OF THE POSSIBILITY.

13) Indemnification

You will defend and indemnify J9 Systems (including its members, officers, employees, and contractors) from third-party claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your data or content; (b) your use of the Services in violation of law or these Terms; or (c) any dispute between you and a third-party vendor or your own customers.

14) Dispute Resolution; Arbitration; Class-Action Waiver

Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve disputes within 30 days after written notice.

Arbitration. If not resolved, any dispute arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue of arbitration will be Missoula County, Montana, USA, and the language will be English. One arbitrator will be appointed. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. Disputes will be resolved only on an individual basis. No class, collective, or representative actions are permitted. Jury trial is waived.

Either party may seek temporary injunctive relief in court to protect Confidential Information or IP pending arbitration.

15) Governing Law; Venue

These Terms are governed by the laws of the State of Montana, excluding its conflict-of-law rules. Subject to Section 14, courts in Missoula County, Montana have exclusive jurisdiction for permitted court matters, and each party consents to personal jurisdiction there.

16) Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control (e.g., outages, labor issues, acts of God, government actions).

17) Independent Contractor

We provide Services as an independent contractor. Nothing creates a partnership, franchise, joint venture, or employment relationship.

18) Assignment

You may not assign these Terms without our prior written consent (not unreasonably withheld). We may assign to an affiliate or in connection with merger, sale, or similar transaction.

19) Notices

Legal notices must be sent by email to hello@j9systems.com and by mail to PO Box 1303, Condon, MT 59826-8822. We may send notices to your billing or primary project contact.

20) Changes to These Terms

We may update these Terms from time to time. Material changes will be posted on our site and/or sent to your account email. Continued use after the effective date constitutes acceptance.

21) Severability; Waiver; Entire Agreement

If any provision is found unenforceable, the remainder will remain in effect and be enforced to the maximum extent permitted. Our failure to enforce a provision is not a waiver. These Terms, together with the Privacy Policy and any Order Documents, constitute the entire agreement and supersede prior discussions.